Code of business conduct and ethics
Adopted July 28, 2022

(View Attachment)


Policy Name:

Code of Business Conduct and Ethics

SOP Owner:

Human Resources

Policy Number:


Effective Date:


Applicable to:

All Aytu BioPharma Employees

Last Revision Date:

Scope and Purpose

  1. The Code seeks to deter wrongdoing and to promote:

    • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

    • Full, fair, accurate, timely and understandable disclosure in reports and documents that Aytu files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by Aytu;

    • Compliance with applicable governmental laws, rules, and regulations;

    • The prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and

    • Accountability for adherence to the Code.

  2. This policy applies to all Aytu BioPharma employees.



    1. This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of Aytu BioPharma, Inc. (together with its subsidiaries, if any, the “Company” or “Aytu”). All directors, officers, and employees of Aytu must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by Aytu’s agents and representatives, including consultants.

    2. If you violate the standards in the Code, you may be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of the Code, contact the Chief Executive Officer, Chief Financial Officer, the Chair of the Audit Committee, or Aytu’s outside counsel, Dorsey & Whitney, LLP, ATTN: Anthony Epps (“Outside Counsel”), or report it anonymously through Aytu’s ethics hotline (Dial-in: 1-844-TELL-AYTU (1-844-835-5298);Website:; Email:

    3. If a law conflicts with a policy in the Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation. However, this Code supersedes all other codes of conduct, policies, procedures, instructions, practices, rules or written or verbal representations to the extent that they are inconsistent with the Code. We are committed to periodically reviewing and updating the Company’s policies and procedures. The Code, therefore, is subject to modification by the Board of Directors of the Company (the “Board”) or a committee thereof.

    4. Nothing in this Code, in any Aytu policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment or appointment for any person.

    1. Obeying the law is the foundation on which Aytu’s ethical standards are built. You must comply with applicable laws, rules, and regulations. Although you are not expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors or other appropriate personnel.

  1. Compliance at Aytu

    1. Aytu intends to establish a structured compliance system to support legal and ethical actions throughout the Company. Compliance with this policy will be led by the Chief Financial Officer and the Audit Committee, but the responsibility for compliance is shared by all employees. The Chief Financial Officer will be responsible for overseeing the Aytu compliance system, including maintaining current policies, conducting training, auditing, monitoring, testing, communication, investigations, and enforcement. The Chief Financial Officer will provide oversight for compliance strategy and keep the Board and the Audit Committee informed of significant compliance issues, risks and trends.

  2. Conflicts of Interest

    1. A “conflict of interest” exists when a person’s private interests interfere or conflict in any way with the interests of Aytu or impair or could be perceived to impair a person’s business judgment. Decisions should be made strictly on the basis of Aytu’s best interests, without regard to personal concerns. You should avoid situations that present potential conflicts of interest, either real or perceived, and should not engage in activities that would make it difficult or appear to make it difficult for you to perform your work objectively and effectively. Examples of when a conflict of interest or potential conflict of interest may arise include but are not limited to:

      1. When a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

      2. When a director, officer or employee, or his or her relative or significant other, receives improper personal benefits as a result of his or her position with Aytu.

      3. When an employee works simultaneously for a competitor or, except on Aytu’s behalf, a

        customer or supplier. You are not allowed to work for a competitor in any capacity.

      4. When a director, officer or employee serves as a member of the board of directors or advisory board of any company that competes with Aytu.

      5. When a director, officer or employee invests in a customer, supplier, developer or competitor of Aytu. In deciding whether to make such an investment, you should consider the size and nature of the investment, your ability to influence decisions of Aytu or of the other company, your access to confidential information of Aytu or of the other company, and the nature of the relationship between Aytu and the other company.

      6. When a director, officer or employee conducts Aytu business with a relative or significant other, or with a business with which a relative or significant other is associated in any significant role.

    2. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships and in-laws. Significant others include persons living in a spousal or familial fashion (including same sex) with an employee, officer or director.

    3. Conflicts of interest should be avoided and in all cases must promptly be disclosed fully to the Chief Executive Officer or the Chair of the Audit Committee. In the case of any director, the Chief Executive Officer or any other executive officer, disclosure must be made to the Audit Committee or Outside Counsel. Following such disclosure, the matter shall be considered by the full Board in order to

      determine what, if any, corrective action is required. In the case of any other employee, disclosure must be made to the Chief Executive Officer or Outside Counsel. Following such disclosure, the matter shall be considered by the Chief Executive Officer or shall be considered pursuant to any guidelines approved by the Chief Executive Officer in order to determine what, if any, corrective action is required. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or Aytu’s Chief Executive Officer or Outside Counsel. If you become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor or other appropriate personnel or consult the procedures described in Section

      3.27 of this Code.

  3. Public Disclosure of Information

    1. The federal securities laws require Aytu to disclose certain information in various reports that the Company must file with or submit to the SEC. In addition, from time to time, Aytu makes other public communications, such as issuing press releases.

    2. Aytu expects all directors, officers, and employees who are involved in the preparation of SEC reports or other public documents to ensure that the information disclosed in those documents is complete, fair, accurate, timely and understandable.

    3. To the extent that you reasonably believe that questionable accounting or auditing conduct or practices have occurred or are occurring, you should report those concerns to the Chair of Aytu’s Audit Committee, Outside Counsel or anonymously through Aytu’s ethics hotline.